Liabilities Claim definition

Liabilities Claim means a claim (other than a Tax Claim) by any party that a Liability or Damages which are Indemnification Obligations exist, but only to the extent that such claimed Liability or Damages are not included as Scheduled Liabilities.
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Liabilities Claim shall have the meaning given to such term in Section 9.1(c).
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Examples of Liabilities Claim in a sentence

  • If the Indemnifying Party defends the Indemnified Party from such Liabilities Claim, the Indemnified Party may retain separate counsel, at its sole cost and expense, to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations.

  • The indemnities set forth in this Section 9.2 shall include, without limitation, payment as incurred and when due of all penalties, awards, and judgments; all court and arbitration costs; attorney’s fees and other reasonable out-of-pocket costs incurred in connection with such Liabilities Claim.

  • Seller shall promptly notify Buyer of any such Liabilities Claim, tender control of the defense or settlement thereof to Buyer, and reasonably cooperate with Buyer in the defense or settlement thereof.

  • Notwithstanding the foregoing, while there is any Tax Claim, Final Tax Amount or pending Liabilities Claim, Fund B shall be maintained in an amount equal to the sum of all Tax Reserves for all Tax Claims, Final Tax Amounts, the Maintenance Level, all Pending Amounts, and all other amounts required to be paid out from or maintained in Fund B.

  • Until the Indemnitee has received notice of the Indemnitor's election whether to (or, in the case of a Liabilities Claim, the Indemnitor's confirmation of its intention to) defend any claim, the Indemnitee shall take reasonable steps to defend (but may not settle) such claim.

  • Seller shall not consent to (a) an injunction against Buyer or ▇▇▇▇▇’s Affiliate’s operations, (b) the payment of money damages by Buyer or any of Buyer’s Affiliates (unless indemnified hereunder by ▇▇▇▇▇▇), (c) the granting of a license by Buyer, (d) the parting of anything of value by Buyer or a Buyer Affiliate with respect to resolution or settlement of any Liabilities Claim, or (e) the admission of any fault by Buyer or a Buyer Affiliate.

  • Within thirty (30) days after receipt of any Special Liabilities Claim Notice (the "Election Period"), the Shareholders, by and through the Agent, shall notify Purchaser, MDC and the Escrow Agent (i) whether the Shareholders dispute payment of the Special Liabilities Claim from the Special Liabilities Escrow Account, and (ii) whether the Shareholders desire, at the Shareholders' sole cost and expense, to defend MDC against any such Special Liabilities Claim.

  • MDC is hereby authorized during the Election Period, but prior to receipt of written notice that the Shareholders elect to assume the defense of the Special Liabilities Claim, to file any motion, answer, or other pleading that MDC reasonably shall deem necessary to file during such period to protect MDC's interests that is not unnecessarily prejudicial to the Shareholders (the cost and expense of which shall be payable from the Special Liabilities Escrow Account).

  • The Indemnitor shall, within 45 days of receipt of the Notice, notify the Indemnitee of (or, in the case of -50- 58 a Liabilities Claim, confirm to the Indemnitee) its intention to assume the defense of such claim.

  • If requested by the Shareholders (acting through Agent), MDC and Purchaser shall cooperate in defending against any Special Liabilities Claim which the Shareholders elect to contest (the cost and expense of which shall be payable from the Special Liabilities Escrow Account), including, without limitation, the making of a related counterclaim against the person asserting the Special Liabilities Claim or any cross-complaint against any person.